EXHIBIT
10.37


 


[Jackson Hole Letterhead]


 


December 18, 2003


 


AXCESS Inc.


3208 Commander Drive


Dallas, Texas 75006


 


Re:                                     Series
J Preferred Stock


 


Ladies and Gentlemen:


 


Jackson Hole, hereby notifies and directs Axcess
International Inc. (the “Company”) to convert Series J Preferred
Stock held by Jackson Hole at December 15, 2003 into Voting Common Shares of
the Company.


 


1.             Issuance
of Common Shares.  Jackson Hole
directs the Company to issue 68,208 shares of Common Stock in exchange for all
shares of Series J Preferred Stock and all accrued dividends held by Jackson
Hole at December 15, 2003.


 


2.             Securities
Act Legend; Registration Rights.


 


2.1           The
Shares will not be registered under the Securities Act of 1933, as amended (the
“Securities
Act”).  Certificates
representing the Shares shall bear a restrictive legend substantially to the
effect of the following:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES
LAWS, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  THEY MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR
PURSUANT TO AN EXEMPTION THEREFROM.


 


3.             Representations and Warranties
of Jackson Hole.  Jackson Hole hereby
represents and warrants to the Company as follows:


 


3.1           Jackson Hole is acquiring the Shares
for its own account, for investment and not with a view to the distribution
thereof within the meaning of the Securities Act.


 

















 


3.2           Jackson Hole understands that the
Shares have not been registered under the Securities Act, by reason of their
issuance by the Company in transactions exempt from the registration
requirements of the Securities Act, and that Jackson Hole must hold the Shares
indefinitely unless a subsequent disposition thereof is registered under the
Securities Act or is exempt from such registration.


 


3.3           Jackson Hole further understands that
the exemption from registration afforded by Rule 144 (the provisions of which
are known to it) promulgated under the Securities Act depends on the
satisfaction of various conditions, and that, if applicable, Rule 144 may
afford the basis for sales only in limited amounts, after compliance with the
holding periods and other provisions thereof.


 


3.4           Jackson Hole understands that its
investment hereunder involves substantial risks and represents and warrants
that it has made such independent examinations and investigations of the
Company as it has deemed necessary in making its investment decision, and
Jackson Hole further represents and warrants that it has had sufficient access
to the officers, directors, books and records of the Company as it has deemed
necessary to conduct such examination and investigation and make such
investment decision.


 


3.5           Jackson Hole is able to bear the
economic risk of the investment contemplated by this agreement and has such
knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of the investment contemplated by this
agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JACKSON HOLE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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